Janus Living Inc-A-1美股招股说明书(2026-03-23版)

We are offering 42,000,000 shares of our Class A-1 common stock. All of the shares of Class A-1 common stock offered by thisprospectus are being sold by us. This is our initial public offering, and no public market currently exists for our ClassA-1 common stock.The initial public offering price of our Class A-1 common stock is $20.00 per share.Our Class A-1 common stock has been approved for listing, subject to official notice of issuance, on the New York Stock Exchange (“NYSE”) under the symbol “JAN.” We will be externally managed and advised by Healthpeak Investment Management, LLC (our“Manager”), an indirect subsidiary of Healthpeak Properties,Inc. (NYSE: DOC) (together with its consolidated subsidiaries,“Healthpeak”), under the terms of a management agreement. We intend to elect to qualify as a real estate investment trust (“REIT”), for U.S. federal income tax purposes, commencing with ourtaxable year ending December31, 2026. To assist us in qualifying as a REIT, our charter prohibits, with certain exceptions, the beneficialor constructive ownership by any person of more than 9.8% in value of the aggregate of the outstanding shares of our capital stock or morethan 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of our ClassA-1common stock. In addition, our charter contains various other restrictions on the ownership and transfer of our common stock and capitalstock. See “Description of Our Capital Stock — Restrictions on Ownership and Transfer” for a detailed description of the ownership andtransfer restrictions applicable to our Class A-1 common stock.Following this offering, we will have two classes of authorized common stock, ClassA-1 common stock and ClassA-2 common stock. Each outstanding share of common stock entitles the holder to one vote on all matters on which stockholders are entitled to vote,with holders of shares of our Class A-1 common stock and Class A-2 common stock generally voting together as a single class on suchmatters, except as otherwise required by law or our charter. Healthpeak will hold all of the outstanding shares of Class A-2 common stock,which provide a one-for-one voting right at Janus Living (as defined herein) for each common unit (as defined herein) held by it until suchcommon unit is sold, transferred or otherwise disposed of to any person or entity (other than a Healthpeak entity (as defined herein)),redeemed for cash or, at our election, exchanged for shares of Class A-1 common stock pursuant to the terms of the operating agreement ofour operating company. After the completion of this offering, affiliates of Healthpeak will continue to own a majority of the voting power of shares of ourcommon stock eligible to vote in the election of our directors. As a result, we will be a “controlled company” within the meaning of thecorporate governance standards of the NYSE. See “Management — Controlled Company Exception” and “Principal Stockholders.”We are an “emerging growth company” as defined in Section2(a)(19) of the Securities Act of 1933, as amended (the “Securities Act”), and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and futurefilings. See “Summary — Implications of Being an Emerging Growth Company.”Investing in our Class A-1 common stock involves risks. See “Risk Factors” beginning on page31of this prospectus for factors you should consider before making a decision to invest in our Class A-1 common stock.Neither the Securities and Exchange Commission (“SEC”) nor any state or other securities commission has approved or disapproved of (1)We refer you to “Underwriting” beginning on page212of this prospectus for additional information regarding underwritingcompensation. At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the shares offered by thisprospectus for sale to some of our and Healthpeak’s directors, officers, employees, business associates and related persons. If these personspurchase reserved shares it will reduce the number of shares available for sale to the general public. Any reserved shares that are not sopurchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. See“Underwriting — Reserved Share Program” for additional information.The underwriters have the option, exercisable within 30days from the date of this prospectus, to purchase up to an additional 6,300,000 shares of our Class A-1 common stock from us at the initial public offering price less the underwriting discount.The underwriters expect to deliver the shares of Class A-1 common stock to purchasers on or about March 23, 2026. Funds, accounts and/or investment vehicles managed by CenterSquare Investment Management LLC, DWS Group, funds and/oraccounts managed by MFS Investment Management, and PGIM, Inc., on behalf of clients ma